USAT, the national governing body of triathlon, has a shiny new set of tenets of the faith. USAT didn’t get them the old fashioned way, enacted rarely and one at a time by its often fractured board of directors. These new bylaws were passed all in a bunch, and for the first time they didn’t come from the board, but directly from the members.

In reality most of the bylaws remain as they are. Those that were changed were among the most substantive and impactful in USAT’s constitution. A list of the major changes is included below.

The route leading to these bylaws is not a story worthy of Pulitzer consideration—especially as I’m writing it—but it might make for a passable civics lesson.

It came to my attention last Fall that there was a little known and never before used element of USAT’s bylaws contained in Article VI, Section 7, and outlined the process by which members could, in essence, take matters into their own hands. Upon presentation of a petition containing 100 signatures of annual members in USAT’s national office, the petition’s question must be sent for a vote of the entire membership.

Boards of directors of any corporation are by nature secretive and jealous of power, alternatively they are straw men enabling an organization’s executives to horde the secrets and power themselves. Were it not that way, state laws governing corporate behavior, and the rules of the Securities and Exchange Commission, would not be so incredibly detailed and strictly construed. It has not been my experience that the amount of money, or really any money, determines the extent of this behavior. Control, authority, status and privilege appear to be prime movers, and they create their own inertia.

The casualties of the inertia are transparency, accountability and any attachment to rules and process. As a result, election processes are manipulated, and even the “good guys”—those who seek to abate the erosion of these processes—tend to want to do their work in secret.

It was with this knowledge that Lew Kidder and I made a decision. We would not only seek to recast USA Triathlon’s machinery governing elections and representation, we would do so in a vacuum, without any input from USAT’s board of directors. We did this reluctantly, but in accordance with our better judgment. It would have been better for everyone, members especially, had we been able to confer with those on USAT’s board. We needed input from those who could contemplate with us the effects and pitfalls of any bylaw changes we were considering. Counterbalancing that was our knowledge that there was one issue that could galvanize and unite a board so divided they were suing each other. Lew and I were convinced that had the board got wind of this petition they’d stop their arguing long enough to vote 11-0 to abolish the members right to petition.

Why did we embark on a mission that almost everybody connected with USAT’s governance and operations disliked, at least those who gave the petition close consideration? You have to remember back to last Winter, and consider the atmosphere surrounding our most recent election.

For me, our sport’s election problems started a year before, during the 2002 election. Campaigning, and electioneering, had gotten out of control, according to my high falutin ideas on how these things ought to occur. I fielded complaints from competitors picking up their race packets at the Hawaiian Ironman. They said that they were being asked to cast their vote, right then and there, for Kona’s race director. She was running for the board, and it appeared to me rather manipulative to ask a competitor to hand an unsealed, marked ballot to a registration person no-doubt employed by and friends with that race director. Were I a competitor in the Ironman, what would a vote cast for the RD’s opponent mean? Might I receive a penalty while on the bike? Might my special needs bag get lost? Of course not! However, who’s to say what will intimidate a person? This is why ballots are sealed and the voting “booth” is a solitary and private place.

As it turns out, apart from my Jeremiad in Slowtwitch the election of 2002 was without incident—compared to 2003. The abuses and potential for abuses during last year's election have been chronicled on Slowtwitch and elsewhere. As of late December and into January the election had been completed, and a protest filed. Lew and I did not know what would happen, but we weren’t optimistic, and the guess we hazarded was in fact what came to pass. In any case, that was the status quo ante when I approached Lew and asked for help in crafting a petition.

My original idea was simply a petition that would preserve the members right to petition. I was worried about this because I had heard the board was engaged in a wholesale review of the bylaws, and I figured someone would get around to reading Article VI, Section 7, and say, “Hey, you guys won’t believe what’s in these bylaws; we’ve got to get rid of this, and now.”

It occurred to me that our membership could in due time construct a petition that would clean up our election procedures, but it couldn’t do this unless it had the right of petition preserved in stone, just as most states have a right of initiative (the bane of state legislatures). Therefore, I asked Lew to give me a hand.

“Yeah, of course I’ll help,” he replied, “but, since you’re at it, why not fix a few other things?”

“Like what?” I asked, though in truth I wasn’t much interested. I wanted to keep it simple, and this sounded like it was about to get a lot more complicated.

“Why are we in the pickle we’re in?” Lew asked. “You’ve got a guy in San Francisco that can hit up a few local tri clubs, set up a booth at Alcatraz and Pacific Grove, and within a $50 cab fare from home elect four of the eight age-group directors. Does that sound right to you? Furthermore, Texas and Florida alone can elect the other four. What’s fair about that?”

Lew commenced outlining to me a scheme of representation which made perfect sense to me, and we decided to include that in the petition as well.

“Look, Dan,” he continued, “Our federation is about as transparent as the Freemasons. As soon as anyone gets elected to the board, they’re taught the secret handshake and given the password and then, woosh, they’re swept into the secret order. We’re a public company. Why don’t we demand and deserve some disclosure?”

“Yeah, Lew, fine, throw that in there too.”

It took some several weeks to get all the wording finished, and to find all the bylaws that were affected by the bylaws we changed. For example, you can’t change Article VI without rendering Article XXI nonsensical. So we had to change that bylaw to conform. And so on. By the time we were finished, we’d rewritten about a third of the bylaws. However, they were all limited to these three issues: election behavior; representation; and disclosure and transparency.

Then we had to get 100 signatures from annual members. This is not as easy as it sounds, especially during Winter. We had to wait until club meetings came around. I took a table, chairs and signature pages out to the corner of San Vincente and Ocean Boulevard in Santa Monica, giving New York’s Central Park a run for its money as America’s most prolific endurance sports workout meeting ground. I got 30 signatures one Saturday, just from annual USAT members who passed by.

Lew was likewise busy in Michigan, and we accrued about 80 signatures each. I was afraid the national office, and the board, would do whatever it could to stifle this thing, and although we only needed 100 signatures total I didn’t want to take any chances.

The petition was submitted on February 12th of 2004. Depending on how you construe the old bylaws, the board and the national office had no more than, or no fewer than, 30 days to send the petition out for a vote. Regardless, the bylaws certainly imbue the members with the right to petition, and we argued that the board and office take the petition seriously and work to implement its timely execution.

But there was a big fly in the ointment. The day after we submitted our petition the board ceded its power to the USOC, in the form of binding arbitration administered by its Blue Ribbon Panel. Our hope for attention given to the petition was dimmed, though Lew and I were resolute.

“You guys can do whatever you want with your own power,” Lew and I exhorted the board, “but you can only bestow on some other entity the power you have. You can’t cede to the USOC the members’ power, because it’s not your power to cede. We want an election on the petition, according to the USOC, and we want it in a timely fashion.”

Right about that time we got a letter from Thurgood Marshall, Jr., son of the late Supreme Court justice. Marshall was one of the Blue Ribbon Panelists, and his letter asked us to stand aside regarding the adjudication of the 2003 election. The letter was cleverly crafted to make our lives difficult in court should we attempt to sue to have the petition’s elements enacted in total.

“We’re sunk,” I told Lew. “They’ve rope-a-doped us, and they’ve done it artfully, and now there’s no time to hit the petition’s deadlines for the 2004 election the petition called for.”

“Not so fast, young man,” Lew replied. “You don’t know your own petition. Read the very last sentence.”

And there it was. Lew slid in a severability clause, which said that if any part of the petition was held to be unenforceable the rest of the petition was unchanged. We could give the USOC the power to determine the fate of the 2003 election and, in so doing, render the petition’s 2004 election moot. This did not affect the balance of the petition.

In due time the Blue Ribbon Panel rendered its decision and required a new election. I had a teleconference with the USOC’s two chief counsels, Jeffrey Benz and Gary Johansen. They did not like the idea of the petition, were suspicious of it and, it seemed to me, had not read it and yet had heard rumors of dire consequences should it pass. “You wrote yourself,” I told Benz, “in your initial letter to USAT when our federation’s problems first showed up on your radar, that applicable law and USAT’s bylaws must be honored. That’s what I’m asking for. Just tell USAT’s office to stick the petition on the ballot your Panel has already instructed will go out to the membership.”

Benz assented. I decided to run for the board anyway, however, as I did not know whether the petition would pass, or whether we were going to be stalled or tricked. As it took four months, and our threat of litigation, and finally the edict of the USOC’s chief counsel, for someone at USAT to finally do what its bylaws required, I didn’t want to take any chances and, in any case, I wanted a front-row seat.

I was quite surprised when I won my election. I didn’t much care if I won, I just didn’t want to get wiped out. I thought that the best scenario was that Terry Davis would win the seat for which I was contesting, that I would get a close second (to save face), Lew Kidder would win a seat on the board to keep an eye on things should a wayward board seek to do mischief with the petition. And, most of all, I wanted the petition to win. That was my prime interest, and Lew's as well.

Lew lost a close race with perennial member favorite Jack Weiss. However, should Lew run again in the next election, it will be as a member of one of the eight smaller regions that the petition called for, replacing our current East, West and Central Regions. In this case Lew won’t be running against the Texan Weiss and his massive, 5000+ home state’s votes. For the first time, members from smaller states will have a decent chance to get on the board.

The petition won by an astounding margin of roughly three to one. It is the best single thing I’ve done in a long time. And it wasn’t about the bylaw. Not any particular bylaw. It was about the decision to take an affirmative act in making an organization better, and to do so through using the painful, grinding machinery of democracy.

One of my fondest moments during this process came as I called long time USAT patriarch, former board president, and legal chair David Backer. At that time, in February, things were in a particularly hairy state. “Yes, I received your petition,” he said, “and with a big smile across my face.”

“So you liked the petiton?” I asked.

“Oh, I don’t know, I have no idea. I haven’t read it. I’m just tickled that somebody is actually using the vehicles for governance intended by those who took their time to labor over these bylaws as they were first written.”

Now, at long last, I’ll get around to the petition itself. What will it mean to you, and for USAT? Here is a brief summary.

ELECTIONS

Our bylaws lay out the way elections shall be conducted. One can reduce much of the verbiage to this: A person shall never hold in his or her hand any marked ballot other than that one personally cast. Elections shall be conducted in private. No one but the election official in a neutral, third party office shall ever see a marked ballot. A CPA having no other affiliation or business interest with USAT shall serve as an election attestor. One entire issue of Triathlon Times shall be devoted to the annual election.

BYLAW CHANGES

From now on, USAT’s board of directors shall not have the ability to change a bylaw all by itself. Previously, a two-thirds majority of the board was all that was needed to change a bylaw. Now, only a simple majority of the board can carry a question, however that’s not the end of it. The board then places this question on the annual ballot, and the membership must approve it by a simple majority.

There is a second way a bylaw can be passed. One hundred valid signatures of annual members can place a question on the annual ballot, without the board’s approval. However, in this case the members will have to carry the question by a 60% supermajority.

One limit to the right of petition is that such questions shall only be voted on once a year, so as to keep the federation from having to spend $60,000 per special election.

REPRESENTATION

There shall now be eight districts, each of which will elect one representative to the board. This replaces the current scheme of two directors each from West, Central, East and At-Large. Under the petition California, Texas, and Florida each comprise their own districts, as they are by themselves as large as any other grouping of states. The West minus California is a district, as is the South, Mid-Atlantic, Northeast, Heartland, and Great Lakes. Each of these districts is roughly equivalent in number of annual members. Starting in September, 2004, nominations will open for an election that will terminate with new directors taking office July 1, 2005, and these directors will represent the eight new districts. Anybody can run. There will be no nominating committee anymore. Fifty annual members on your petition gets you on the ballot. There is no limit to the number of people who can be on a ballot.

TERMS OF OFFICE.

We thought our petition would very likely fail, and that it would do so on this question. The petition says, "Board members will serve one year terms." Our view was, we didn't much care what the membership wanted: one year, two years, or four years. Whatever the members wanted, that was fine with us. However, as the petition was being written, certain members from the old board were floating the idea of four-year terms. I personally thought it preposterous that a board could double its term of office without consulting its membership. Whatever the terms office upon which our sport eventually agrees, Lew and I wanted the members to decide this, and until they do no member has earned more than a year on the board. Therefore, it is almost a certainty that the board will vote to place on the next ballot the question of two-year terms. Should the members agree that this is a good idea, so be it.

The petition also says that members can serve no more than six total years on the board, or until July 1, 2006, whatever is longer.

TRANSPARENCY

It would have been nice had transparency been a part of former administrations. If this were the case, directors might not have engaged in bad practices, because to do so would have meant the members would know, and know thoroughly and quickly. Now, the board members have to watch their Ps and Qs, because as a result of the petition members will know, and know quickly, what directors are up to. Likewise our members will have access to financial statements, the broad outlines of contracts, in short, everything you already know about any company in which you have your money invested.

Would the board have simply sent the petition out when it was presented to the national office, there would have been no need for a lawsuit, a defense of that suit, or a Blue Ribbon Panel. The petition contained all the necessary remedies. As a result of not simply sending the petition out right away, various sides have accrued, to date, $260,000 in legal fees, and all these parties want the federation to indemnify them their amounts. In fact, law firms representing amounts totaling $190,000 of this will almost certainly sue the federation if they're not paid. So, the bleeding may not stop here.

However, certain of these attorneys knew of the existence of the petition, and they fought its implementation. All this is a result of bad election practices.

Maybe the occasional lesson in civics has more utility than a Pulitzer-worthy tale. For some, it would've been far cheaper.